Service Agreement Terms
Last updated
14/04/2026
1. Introduction and Acceptance
1.1. These Terms of Service (the “Terms”) govern the provision of services by Sharpflow Consulting Ltd (“Sharpflow”, “we”, “us”, or “our”) to the client identified in the applicable Statement of Work (“Client”, “you”, or “your”).
1.2. By executing a Statement of Work (“SOW”), engaging our services, or otherwise indicating acceptance of these Terms, you agree to be legally bound by this agreement. Each SOW entered into between the parties shall incorporate these Terms and form a binding agreement between Sharpflow and the Client.
1.3. These Terms, together with any applicable SOW(s), constitute the entire agreement between the parties in relation to the services provided. In the event of any conflict or inconsistency between these Terms and a SOW, these Terms shall prevail unless expressly stated otherwise in the SOW.
1.4. If you are entering into this agreement on behalf of a company or other legal entity, you confirm that you have the authority to bind that entity to these Terms.
2. Definitions
2.1. In these Terms, the following definitions apply:
2.1.1. “Agreement” means these Terms together with any applicable Statement of Work.
2.1.2. “Client” means the individual, company, or other legal entity entering into this Agreement with Sharpflow.
2.1.3. “Deliverables” means any work product, outputs, systems, configurations, documentation, or materials provided by Sharpflow to the Client as expressly set out in a Statement of Work.
2.1.4. “Effective Date” means the date on which the relevant Statement of Work is executed or otherwise agreed between the parties.
2.1.5. “Fees” means the charges payable by the Client for the Services as set out in the applicable Statement of Work.
2.1.6. “Services” means the consultancy, system design, implementation, automation, AI-related services, and any other services provided by Sharpflow as described in these Terms and the applicable Statement of Work.
2.1.7. “Sharpflow” means Sharpflow Consulting Ltd (or such affiliated entity as may be identified in the applicable Statement of Work).
2.1.8. “Statement of Work” or “SOW” means a document agreed between the parties describing the specific Services, Deliverables, timelines, and Fees applicable to a particular engagement.
2.1.9. “Third-Party Tools” means any third-party software, platforms, systems, applications, or services (including but not limited to project management tools, automation platforms, APIs, and artificial intelligence tools) used in connection with the Services.
2.1.10. “Client Materials” means any data, content, information, systems, credentials, or materials provided by or on behalf of the Client to Sharpflow in connection with the Services.
3. Term
3.1. This Agreement shall commence on the Effective Date and shall continue in force unless and until terminated in accordance with Clause 15(Termination).
3.2. Each Statement of Work shall commence on the date specified therein and shall continue for the duration set out in that Statement of Work, unless terminated earlier in accordance with Clause 15 (Termination).
3.3. Unless otherwise stated in a Statement of Work, this Agreement shall apply to all Services provided by Sharpflow to the Client during the term.
4. Services
4.1. Sharpflow shall provide the Services as described in the applicable Statement of Work. The Services may include, without limitation, consultancy, system design, workflow development, automation, artificial intelligence implementation, integration of third-party tools, and ongoing optimisation or support.
4.2. Sharpflow shall perform the Services with reasonable skill and care, consistent with generally accepted industry standards.
4.3. The scope, Deliverables, timelines, and any specific requirements for the Services shall be set out in the relevant Statement of Work. Sharpflow shall have no obligation to provide services beyond those expressly agreed in a Statement of Work.
4.4. The Client acknowledges that the Services may involve iterative development, configuration, and implementation processes, and that certain elements of the Services may evolve based on ongoing findings, technical constraints, or Client requirements.
4.5. Sharpflow does not warrant or guarantee that the Services will achieve any specific results, outcomes, performance improvements, or business objectives. Any timelines, estimates, or projections provided are indicative only unless expressly stated otherwise in writing.
4.6. Where the Services involve the use of automation, artificial intelligence, or third-party tools, the Client acknowledges that outputs may vary and may be subject to limitations inherent in such technologies.
5. Engagement Structure
5.1. The Services shall be provided on a project or ongoing basis as set out in one or more Statements of Work agreed between the parties from time to time.
5.2. Each Statement of Work shall specify, as applicable, the scope of Services, Deliverables, timelines, Fees, and any other relevant commercial terms for the engagement.
5.3. In the event of any inconsistency or conflict between these Terms and a Statement of Work, these Terms shall prevail unless the Statement of Work expressly states that it overrides a specific provision of these Terms.
5.4. No Statement of Work shall be binding unless it has been agreed in writing by both parties, which may include electronic acceptance.
5.5. Sharpflow shall have no obligation to commence or continue the provision of Services under any Statement of Work until the relevant Statement of Work has been agreed and any applicable preconditions (including payment of Fees, where required) have been satisfied.
6. Fees and Payment Terms
6.1. The Client shall pay the Fees for the Services as set out in the applicable Statement of Work. Unless otherwise specified, all Fees are quoted exclusive of any applicable taxes, which shall be payable by the Client.
6.2. Fees may be structured on an upfront, milestone, or recurring (retainer) basis, as specified in the relevant Statement of Work.
6.3. Unless otherwise agreed in writing, invoices shall be payable within seven (7) days of the invoice date. Sharpflow reserves the right to require advance payment prior to the commencement of Services.
6.4. If the Client fails to make any payment when due, Sharpflow reserves the right, without prejudice to any other rights or remedies, to:
6.4.1. Suspend the provision of Services;
6.4.2. Withhold any Deliverables; and/or
6.4.3. Charge interest on overdue amounts at a rate of 4% per annum above the base rate of the Bank of England, accruing daily until payment is made in full.
6.5. Sharpflow shall not be liable for any delay or failure in performance resulting from the Client’s failure to make payment in accordance with this Agreement.
6.6. The Client shall not be entitled to withhold or set off any amounts due under this Agreement against any sums claimed by or owed to the Client.
6.7. Where Services are suspended due to non-payment, Sharpflow shall have no obligation to resume Services until all outstanding amounts have been paid in full and may revise timelines and Fees accordingly.
7. Scope of Work and Change Requests
7.1. The Services to be provided by Sharpflow shall be limited to those expressly set out in the applicable Statement of Work.
7.2. Any services, tasks, or deliverables not expressly included in a Statement of Work shall be considered out of scope and shall not be provided unless agreed in writing between the parties.
7.3. The Client may request changes to the scope of Services at any time. Sharpflow shall assess any such request and, where applicable, provide a written proposal setting out any adjustments to the Fees, timelines, and Deliverables.
7.4. No change to the scope of Services shall be binding unless agreed in writing by both parties.
7.5. Sharpflow shall be entitled to suspend or delay work relating to any affected Services until such time as the relevant changes are agreed.
7.6. Where Services are performed on an iterative or evolving basis, the parties acknowledge that the scope may be refined through agreed changes in accordance with this clause.
8. Client Responsibilities
8.1. The Client shall provide all reasonable cooperation, assistance, and information required by Sharpflow to perform the Services, including timely access to systems, personnel, data, and any relevant materials.
8.2. The Client shall ensure that all Client Materials provided are complete, accurate, and up to date. Sharpflow shall be entitled to rely on such materials without independent verification.
8.3. The Client shall provide all required approvals, feedback, and decisions in a timely manner. Any delays in providing such inputs may result in corresponding delays to the provision of the Services.
8.4. Where the performance of the Services depends on the Client’s fulfilment of its obligations, Sharpflow shall not be liable for any delay, failure, or deficiency in the Services arising from the Client’s failure to comply with this clause.
8.5. The Client shall be responsible for maintaining appropriate licenses, permissions, and rights in respect of any Third-Party Tools or Client Materials used in connection with the Services, unless otherwise expressly agreed in writing.
8.6. The Client shall be responsible for its internal systems, infrastructure, and decision-making processes, and acknowledges that the effectiveness of the Services may depend on factors outside Sharpflow’s control.
9. Third-Party Tools and Integrations
9.1. In the course of providing the Services, Sharpflow may utilize or integrate Third-Party Tools, including but not limited to project management platforms, automation tools, APIs, and artificial intelligence systems.
9.2. The Client acknowledges that such Third-Party Tools are provided and operated by third parties, and that Sharpflow does not own or control them.
9.3. Sharpflow shall not be responsible for the performance, availability, security, or functionality of any Third-Party Tools, nor for any errors, defects, interruptions, or changes arising from their use.
9.4. The Client acknowledges that outputs generated through automation or artificial intelligence may be variable in nature and may require review, validation, or further refinement.
9.5. Unless otherwise expressly agreed in writing, the Client shall be responsible for obtaining and maintaining all necessary licenses, subscriptions, and permissions required for the use of any Third-Party Tools.
9.6. Sharpflow shall not be liable for any loss, damage, or delay arising from:
9.6.1. The failure or unavailability of Third-Party Tools;
9.6.2. Changes made by third-party providers; or
9.6.3. The Client’s use of such tools outside the scope of the Services.
10. Intellectual Property Rights
10.1. Subject to full payment of all applicable Fees, the Client shall own all rights, title, and interest in the Deliverables created specifically for the Client under the applicable Statement of Work.
10.2. Notwithstanding clause 10.1, Sharpflow shall retain all rights, title, and interest in and to:
10.2.1. Its pre-existing materials, methodologies, frameworks, processes, templates, tools, and know-how; and
10.2.2. Any general skills, knowledge, techniques, or experience acquired or developed in the course of providing the Services, including any modifications or improvements thereto (collectively, “Sharpflow Materials”).
10.3. To the extent that any Sharpflow Materials are incorporated into the Deliverables, Sharpflow grants to the Client a non-exclusive, non-transferable, perpetual license to use such materials solely as part of the Deliverables for the Client’s internal business purposes.
10.4. The Client shall not resell, license, distribute, or otherwise commercially exploit the Deliverables or any Sharpflow Materials without Sharpflow’s prior written consent, unless expressly permitted in the applicable Statement of Work.
10.5. The Client warrants that it has all necessary rights, licenses, and permissions to provide the Client Materials to Sharpflow and to allow their use in connection with the Services. The Client shall indemnify Sharpflow against any claims arising from the use of Client Materials in accordance with this Agreement.
11. Confidentiality
11.1. Each party (“Receiving Party”) undertakes that it shall not, at any time during this Agreement and for a period of two (2) years after its termination, disclose to any third party any confidential information concerning the business, affairs, clients, customers, or suppliers of the other party (“Disclosing Party”), except as permitted by this clause.
11.2. Confidential information includes any information of a confidential nature (whether in oral, written, or electronic form) disclosed by one party to the other in connection with the Services, including but not limited to business plans, systems, processes, technical information, data, and pricing.
11.3. The Receiving Party may disclose the Disclosing Party’s confidential information:
11.3.1. To its employees, contractors, advisers, or representatives who need to know such information for the purposes of performing obligations under this Agreement, provided that such persons are subject to confidentiality obligations; and
11.3.2. As may be required by law, a court of competent jurisdiction, or any regulatory authority.
11.4. The Receiving Party shall use the Disclosing Party’s confidential information solely for the purpose of performing its obligations or exercising its rights under this Agreement and shall take reasonable steps to protect such information from unauthorised use or disclosure.
11.5. The obligations of confidentiality shall not apply to information that:
11.5.1. Is or becomes publicly available other than through a breach of this Agreement;
11.5.2. Was lawfully in the possession of the Receiving Party prior to disclosure;
11.5.3. Is lawfully disclosed to the Receiving Party by a third party without restriction; or
11.5.4. Is independently developed without reference to the Disclosing Party’s confidential information.
12. Warranties and Disclaimers
12.1. Sharpflow warrants that it shall perform the Services with reasonable skill and care in accordance with generally accepted industry standards.
12.2. Except as expressly set out in this Agreement, all other warranties, conditions, and representations, whether express or implied by statute, common law, or otherwise, are excluded to the fullest extent permitted by law.
12.3. The Client acknowledges that the Services are advisory and implementation-based in nature and that Sharpflow does not warrant or guarantee any specific results, outcomes, performance improvements, or return on investment.
12.4. Any timelines, estimates, forecasts, or projections provided by Sharpflow are indicative only and do not constitute binding commitments unless expressly agreed in writing.
12.5. Where the Services involve the use of automation, artificial intelligence, or data-driven systems, the Client acknowledges that outputs may be variable, subject to limitations, and may require human review or validation.
12.6. Sharpflow shall not be responsible for any decisions made by the Client based on the Deliverables or outputs of the Services.
13. Limitation of Liability
13.1. Nothing in this Agreement shall limit or exclude either party’s liability for:
13.1.1. Death or personal injury caused by negligence;
13.1.2. Fraud or fraudulent misrepresentation; or
13.1.3. Any other liability which cannot be limited or excluded by applicable law.
13.2. Subject to clause 13.1, Sharpflow’s total aggregate liability to the Client arising out of or in connection with this Agreement, whether in contract, tort (including negligence), misrepresentation, or otherwise, shall not exceed the total Fees paid by the Client to Sharpflow under the relevant Statement of Work giving rise to the claim.
13.3. Subject to clause 13.1, Sharpflow shall not be liable for any:
13.3.1. Loss of profits;
13.3.2. Loss of revenue;
13.3.3. Loss of business or business opportunities;
13.3.4. Loss of anticipated savings;
13.3.5. Loss or corruption of data; or
13.3.6. Indirect or consequential loss, arising out of or in connection with this Agreement.
13.4. Sharpflow shall not be liable for any loss or damage arising from:
13.4.1. The Client’s use or reliance on the Deliverables;
13.4.2. Any Third-Party Tools or integrations; or
13.4.3. Any failure or delay caused by the Client’s breach of its obligations under this Agreement.
13.5. The Client acknowledges that the Fees reflect the allocation of risk under this Agreement and that the limitations and exclusions of liability set out in this clause are reasonable.
14. Indemnity
14.1. The Client shall indemnify and keep indemnified Sharpflow against any and all losses, liabilities, damages, costs, and expenses (including reasonable legal fees) incurred by Sharpflow arising out of or in connection with:
14.1.1. Any breach by the Client of this Agreement;
14.1.2. The use of any Client Materials in accordance with this Agreement; or
14.1.3. The Client’s use of the Deliverables in a manner not contemplated by this Agreement or the applicable Statement of Work.
14.2. Sharpflow shall promptly notify the Client of any claim for which it seeks indemnification under this clause and shall take reasonable steps to mitigate any losses.
14.3. The Client shall not settle any such claim in a manner that imposes any liability or obligation on Sharpflow without Sharpflow’s prior written consent (not to be unreasonably withheld or delayed).
15. Termination
15.1. Either party may terminate this Agreement or any Statement of Work for convenience by giving not less than fourteen (14) days’ written notice to the other party, unless otherwise specified in the applicable Statement of Work.
15.2. Either party may terminate this Agreement or any Statement of Work with immediate effect by written notice if the other party:
15.2.1. Commits a material breach of this Agreement which, if capable of remedy, is not remedied within fourteen (14) days of receiving written notice requiring it to do so; or
15.2.2. Becomes insolvent, enters into administration or liquidation, or ceases (or threatens to cease) to carry on business.
15.3. Upon termination for any reason:
15.3.1. All outstanding invoices shall become immediately due and payable;
15.3.2. The Client shall pay for all Services performed up to the date of termination, including any committed or scheduled work;
15.3.3. Sharpflow shall be entitled to suspend access to any Deliverables or systems until full payment has been received; and
15.3.4. Any licences granted under this Agreement shall continue only to the extent that all Fees have been paid in full.
15.4. Termination of this Agreement shall not affect any rights, remedies, obligations, or liabilities of the parties that have accrued up to the date of termination.
15.5. Any provisions of this Agreement which by their nature are intended to survive termination shall continue in full force and effect, including (without limitation) clauses relating to intellectual property, confidentiality, limitation of liability, and indemnity.
16. Data Protection
16.1. Each party shall comply with all applicable data protection laws and regulations in connection with the performance of its obligations under this Agreement, including, where applicable, the UK General Data Protection Regulation and the Data Protection Act 2018.
16.2. To the extent that Sharpflow processes personal data on behalf of the Client in the course of providing the Services, the parties shall:
16.2.1. Process such personal data in accordance with applicable law; and
16.2.2. Enter into a separate data processing agreement where required by law.
16.3. The Client shall ensure that it has all necessary rights, consents, and lawful bases to provide any personal data to Sharpflow for processing in connection with the Services.
16.4. Sharpflow shall implement appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing and against accidental loss, destruction, or damage.
16.5. Unless otherwise expressly agreed in writing, Sharpflow shall not be responsible for hosting, storing, or maintaining personal data beyond what is reasonably required to perform the Services.
17. Non-Solicitation
17.1. The Client shall not, without the prior written consent of Sharpflow, directly solicit or engage any employee, contractor, or consultant of Sharpflow who has been involved in the provision of the Services during the term of this Agreement and for a period of six (6) months following its termination.
17.2. This clause shall not apply to any engagement resulting from a general recruitment process not specifically targeted at such individuals.
18. Force Majeure
18.1. Neither party shall be liable for any failure or delay in performing its obligations under this Agreement (other than payment obligations) to the extent that such failure or delay is caused by events beyond its reasonable control, including but not limited to acts of God, natural disasters (including floods, earthquakes, or severe weather events), war, terrorism, civil unrest, labour disputes, governmental actions, epidemics or pandemics, power outages, failures of telecommunications or internet services, or other similar events (“Force Majeure Event”).
18.2. The affected party shall promptly notify the other party in writing of the occurrence of a Force Majeure Event, providing reasonable details of the nature of the event, its anticipated duration, and the steps being taken to mitigate its impact. The affected party shall use reasonable endeavours to minimise the effects of the Force Majeure Event.
18.3. The performance of the affected party’s obligations shall be suspended for the duration of the Force Majeure Event, and any applicable timelines shall be extended accordingly.
18.4. If a Force Majeure Event continues for a period exceeding thirty (30) days, either party may terminate this Agreement or the affected Statement of Work by giving written notice to the other party, without further liability, except for obligations accrued prior to the occurrence of the Force Majeure Event.
18.5. For the avoidance of doubt, a Force Majeure Event shall not relieve the Client of its obligation to pay any Fees due under this Agreement.
19. Assignment and Subcontracting
19.1. The Client shall not assign, transfer, charge, subcontract, or deal in any other manner with any of its rights or obligations under this Agreement without the prior written consent of Sharpflow, such consent not to be unreasonably withheld or delayed.
19.2. Sharpflow may assign, transfer, subcontract, or otherwise deal with any of its rights or obligations under this Agreement at any time, including to any affiliate or third-party contractor, provided that Sharpflow shall remain responsible for the performance of its obligations under this Agreement.
19.3. The Client acknowledges that Sharpflow may engage employees, contractors, or third-party service providers in the performance of the Services, including in relation to technical implementation, development, and support activities.
19.4. Any assignment or transfer in breach of this clause shall be void.
20. Entire Agreement
20.1. This Agreement, together with any applicable Statement of Work, constitutes the entire agreement between the parties and supersedes and extinguishes all prior agreements, representations, negotiations, and understandings between them, whether written or oral, relating to its subject matter.
20.2. Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not expressly set out in this Agreement.
20.3. Nothing in this clause shall limit or exclude any liability for fraud or fraudulent misrepresentation.
21. Variation
21.1. No variation of this Agreement or any Statement of Work shall be effective unless it is agreed in writing and signed by or on behalf of both parties.
21.2. For the purposes of this clause, “in writing” includes electronic communication, including email or other agreed digital acceptance methods, provided that such communication clearly records the agreement of both parties to the variation.
21.3. No failure or delay by either party in exercising any right or remedy under this Agreement shall constitute a waiver of that or any other right or remedy.
22. Waiver
22.1. No failure or delay by either party in exercising any right or remedy under this Agreement shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
22.2. A waiver of any right or remedy shall only be effective if given in writing and shall apply only to the specific circumstances for which it is given.
22.3. A single or partial exercise of any right or remedy shall not prevent or restrict the further exercise of that or any other right or remedy.
23. Severability
23.1. If any provision or part-provision of this Agreement is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted.
23.2. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.
24. Notices
24.1. Any notice or other communication given to a party under or in connection with this Agreement shall be in writing and shall be:
24.1.1. Delivered by hand or sent by pre-paid first-class post or other next working day delivery service to its registered office (if a company) or its principal place of business; or
24.1.2. Sent by email to the address specified in the applicable Statement of Work or otherwise notified by the receiving party.
24.2. Any notice or communication shall be deemed to have been received:
24.2.1. If delivered by hand, at the time the notice is left at the proper address;
24.2.2. If sent by pre-paid first-class post or other next working day delivery service, at 9:00 am on the second business day after posting; and
24.2.3. If sent by email, at the time of transmission, provided that no delivery failure notification is received.
24.3. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
25. Governing Law and Jurisdiction
25.1. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of England and Wales.
25.2. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.